UK Public M&A Monthly Activity Update: April 2025

Firm Offers breakdown this month:

Year to date breakdown:

April 2025 Updates:

Latest FCA Guidance in Primary Market Bulletin 55

The Financial Conduct Authority (FCA) published Primary Market Bulletin (PMB 55) with further updates to its Guidance Notes.

Following the changes to the listing regime and the introduction of the UK Listing Rules (UKLRs) last year, the FCA has been updating its Guidance Notes in stages. PMB 55 finalises notes that were consulted on in earlier Primary Market Bulletins, and consults on some minor changes to the remaining notes.

Notes that are now finalised

The following notes have now been finalised with some minor amendments:

• Listing Principle 2 – Dealing with the FCA in an open and cooperative manner (TN/209.4) – this has been amended to clarify when an issuer is required to notify the FCA if they are no longer in compliance with certain continuing obligations;
• Hostile takeovers (TN305.3) – the responsibility statement has been updated to reflect the new drafting in UKLR 10.4.1R(6) but there is no change to the substance of the guidance; and
• Aggregating transactions (TN/307.2) – this now makes clear that it applies to closed ended investment funds.

Other notes have been finalised largely as consulted on and are now available in the FCA's Knowledge Base, with the exception of TN/710 (Sponsor Services: Principles for Sponsors) – the FCA says that it has received material feedback on this note and will respond on it in a future Primary Market Bulletin.

A full list of the notes that have been updated is available in FG25/1.

Consultation on changes to other guidance notes

The FCA is consulting on amendments to the following notes. It says that the changes are to reflect both the most recent changes to the listing regime and to update them for historical changes, but are not intended to affect the substance of the guidance:

• Periodic financial information and inside information (FCA/TN/506.2)
• Delaying disclosure/dealing with leaks and rumours (UKLA/TN/520.2)
• Assessing and handling inside information (UKLA/TN/521.3)
• Issuer's obligations (UKLA/TN/542.2)

Blacklines showing the changes are available via GC25/1.

The FCA is also consulting on changes to its Technical Note TN/507.1 on 'Structured digital reporting for annual financial statements in accordance with IFRS' – these changes are to reflect the new ESEF taxonomy.

The consultation on these notes closes on 15 May 2025 and the FCA says that it aims to finalise them by July 2025.

UK Public M&A podcast Ep 33: The return of the bear hug

In this episode of our UK public M&A podcast series, we discuss “bear hugs” – that is where a potential bidder for a target goes public about its possible offer and appeals directly to the target’s shareholders.
We talk about:

• why a bear hug might be used by a bidder;
• where we have seen them used in recent months; and
• why we are seeing more of them.

To listen to the full conversation please visit SoundCloud, Spotify or Apple.

All episodes in our UK public M&A podcast series are available on our public M&A podcast page.

UK Public M&A Consolidated Update

Our consolidated public M&A update gives a brief overview of developments in recent months in UK public M&A.
In it we discuss:

• market activity, including the increase of deals valued under £250 million and the types of consideration being offered;
• legal and regulatory developments, including changes to the companies to which the Takeover Code applies, FCA Primary Market Bulletins on inside information and changes to the UK merger control regime; and
• our publications and resources, including our new video series on top tips for navigating public M&A in the UK and our latest podcasts.

Please click here to see the full briefing.